489.1004 Filings required for merger — effective date.
1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following:
a. Each constituent limited liability company, as provided in section 489.203, subsection 1.
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include all of the following:
a. The name and form of each constituent organization and the jurisdiction of its governing statute.
b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect.
c. The date the merger is effective under the governing statute of the surviving organization.
d. If the surviving organization is to be created by the merger, as follows:
(1) If it will be a limited liability company, the company’s certificate of organization.
(2) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record.
e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record.
f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.
g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of section 489.1005, subsection 2.
h. Any additional information required by the governing statute of any constituent organization.
3. Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state.
4. A merger becomes effective under this article as follows:
a. If the surviving organization is a limited liability company, upon the later of any of the following:
(1) Compliance with subsection 3.
(2) Subject to section 489.205, subsection 3, as specified in the articles of merger.
b. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
2008 Acts, ch 1162, §74, 155
Referred to in §489.1002, 489.1003, 489.1015
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.